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                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                   FORM 10-Q/A

                               Amendment No. 1 to
    Quarterly Report Under Section 13 of the Securities Exchange Act of 1934
                      For quarter ended: September 30, 2004

                          Commission File No. 001-16101

                           BANCORP RHODE ISLAND, INC.
 -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                             RHODE ISLAND 05-0509802
        ---------------------------------------------- -------------------------
                   (State or Other Jurisdiction (IRS Employer
              of Incorporation or Organization) Identification No.)

                   ONE TURKS HEAD PLACE, PROVIDENCE, RI 02903
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                    (Address of Principal Executive Offices)

                                 (401) 456-5000
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                (Issuer's Telephone Number, Including Area Code)

                                 Not Applicable
 -------------------------------------------------------------------------------
 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Section 13 of the  Securities  Exchange  Act of 1934  during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes ( X ) No (     )

     This  amendment to Form 10-Q for the quarter  ended  September  30, 2004 is
being  filed  to  correct  the  table  contained  in  Item 3 on page  27,  which
inadvertently  had the results for the Up and Down interest rate ramps reversed.
The table in revised Item 3 below contains the corrected information.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

INTEREST RATE RISK
------------------

     The  principal  market risk facing the Company is interest  rate risk.  The
Company's  objective  regarding  interest  rate risk is to manage its assets and
funding  sources to produce  results which are  consistent  with its  liquidity,
capital adequacy,  growth and profitability  goals, while minimizing any adverse
effect from changes in interest rates.  The primary tools for managing  interest
rate risk are the securities portfolio,  purchased mortgages and borrowings from
the FHLB.

     The  Company's  actions in this regard are taken under the  guidance of the
Bank's  Asset/Liability  Committee  ("ALCO").  The ALCO  manages  the  Company's
interest  rate risk  position  using both income  simulation  and interest  rate
sensitivity  "gap" analysis.  The ALCO has established  internal  parameters for
monitoring  the  Company's   interest  rate  risk.  These  guidelines  serve  as
benchmarks  for  evaluating  actions to balance  the  current  position  against
overall  strategic goals. The ALCO monitors current  exposures and reports these
to the Board of Directors.

     Simulation is used as the primary tool for measuring the interest rate risk
inherent in the Company's  balance sheet at a given point in time by showing the
effect on net interest income, over a 24-month period, of interest rate ramps of
up to 200 basis points. These simulations take into account repricing,  maturity
and  prepayment   characteristics  of  individual  products.  The  ALCO  reviews
simulation  results to determine  whether the downside  exposure  resulting from
changes in market  interest rates remains within  established  tolerance  levels
over both a 12-month and 24-month horizon, and develops  appropriate  strategies
to manage this exposure. The Company's guidelines for interest rate risk specify
that if interest rates were to shift up or down 200 basis points over a 12-month
period,  estimated net interest income for those 12-months and the subsequent 12
months,  should  decline  by no more  than 5.0% or  10.0%,  respectively.  As of
September 30, 2004, net interest income simulation  indicated that the Company's
exposure  to  changing  interest  rates was within  these  tolerances.  The ALCO
reviews the methodology utilized for calculating interest rate risk exposure and
will adopt changes based on changing market conditions or industry standards.

     The  following  table  presents the  estimated  impact of changes in market
interest rates on the Company's estimated net interest income over a twenty-four
month period beginning October 1, 2004:

                                                          Estimated Exposure
                                                        to Net Interest Income
                                             ---------------------------------------------
                                                       Dollar                   Percent
                                                       Change                    Change
                                             -----------------------------    ------------
                                                        (Dollars in thousands)
Initial Twelve Month Period:

Up 200 basis points                            $         299                      0.74%
Down 200 basis points                                   (132)                   (0.33%)

Subsequent Twelve Month Period:

Up 200 basis points                            $         291                     0.73%
Down 200 basis points                                 (2,798)                  (7.02%)

     The Company also uses interest rate  sensitivity  gap analysis to provide a
more  general  overview of its interest  rate risk  profile.  The interest  rate
sensitivity gap is defined as the difference between interest-earning assets and
interest-bearing  liabilities  maturing or repricing within a given time period.
At September  30, 2004,  the Company's  one year  cumulative  gap was a positive
$53.1 million, or 4.39% of total assets.

     For  additional  discussion  on interest  rate risk see the section  titled
"Asset and Liability  Management" on pages 38 to 40 of the Company's 2003 Annual
Report to Shareholders.

PART II.  Other Information

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     31.1  Certification  of Chief Executive  Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

     31.2  Certification  of Chief Financial  Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

     32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                           BANCORP RHODE ISLAND, INC.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

                                                                Bancorp Rhode Island, Inc.

November 18, 2004                                                  /s/  Merrill W. Sherman
-----------------                                        --------------------------------------
     (Date)                                                             Merrill W. Sherman
                                                                             President and
                                                                   Chief Executive Officer

November 18, 2004                                                /s/  Albert R. Rietheimer
-----------------                                        --------------------------------------
     (Date)                                                           Albert R. Rietheimer
                                                                   Chief Financial Officer
                                                                             and Treasurer
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